Vor Biopharma Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section titled “Risk Factors” in our 2025 Annual Report and in other reports we have filed or may file with the SEC, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section titled “Risk Factors” in our 2025 Annual Report and in other reports we have filed or may file with the Securities and Exchange Commission (the “SEC”), our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Previous wording

Telitacicept is currently being evaluated for the treatment of gMG in a global Phase 3 clinical trial, for which we have assumed responsibility from RemeGen in connection with the license agreement. The trial is currently recruiting patients in North America, Europe, Latin America, and Asia to support potential approval in the United States, Europe, Japan and other countries. In July 2024, the clinical trial enrolled a patient in the United States, the first in the global clinical trial. Topline data from the trial is anticipated in the first half of 2027.

Current wording

Telitacicept is currently being evaluated for the treatment of gMG in a global Phase 3 clinical trial, UPSTREAM MG, for which we have assumed responsibility from RemeGen in connection with the license agreement. The trial recruited patients in North America, Europe, Latin America, and Asia to support potential approval in the United States, Europe, Japan and other countries. In September 2026, we announced completion of enrollment in UPSTREAM MG. Topline data from the trial is anticipated in the first half of 2027.

Previous wording

Telitacicept was evaluated by RemeGen in a Phase 3 clinical trial in patients with gMG in China. Most recently, the 48-week data from Part B of the Phase 3 trial were presented at the American Association of Neuromuscular & Electrodiagnostic Medicine (“AANEM”) Annual Meeting in October 2025.

Current wording

Telitacicept was evaluated by RemeGen in a Phase 3 clinical trial in patients with gMG in China. In October 2025, the 48-week data from Part B of the Phase 3 trial were presented at the American Association of Neuromuscular & Electrodiagnostic Medicine (“AANEM”) Annual Meeting.

Previous wording

We are also evaluating telitacicept in a global Phase 3 clinical trial for the treatment of SjD. The first patient in this trial was dosed in March 2026, and we expect to recruit a total of approximately 250 adults with SjD in the United States, Europe, South America, and Asia. The trial is a randomized, double-blind, placebo-controlled trial.

Current wording

We are also evaluating telitacicept in a global Phase 3 clinical trial for the treatment of SjD in UPSTREAM SjD. The first patient in this trial was dosed in March 2026, and we expect to recruit a total of approximately 250 adults with SjD in the United States, Europe, South America, and Asia. The trial is a randomized, double-blind, placebo-controlled trial.

Previous wording

Telitacicept was evaluated by RemeGen in a Phase 3 clinical trial in patients with active SjD in China. Most recently, the 48-week data including Stage A and B from the Phase 3 trial were presented at the American College of Rheumatology (“ACR”) Annual Meeting in October 2025.

Current wording

Telitacicept was evaluated by RemeGen in a Phase 3 clinical trial in patients with active SjD in China. In October 2025, the 48-week data, including Stage A and B from the Phase 3 trial, were presented at the American College of Rheumatology (“ACR”) Annual Meeting.

Previous wording

We have incurred significant operating losses since inception, including net losses of $62.8 million and $1,573.7 million for the three months ended June 30, 2026 and 2025, respectively, and $282.4 million and $1,606.2 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $1,435.4 million.

Current wording

We have incurred significant operating losses since inception, including net losses of $86.7 million and $812.7 million for the three months ended September 30, 2026 and 2025, respectively, and $369.1 million and $2,418.8 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of $1,522.1 million.

Previous wording

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $466.1 million. Additionally, we have received gross proceeds of $48.9 million, before deducting commissions of $0.5 million, from sales of shares of our common stock subsequent to June 30, 2026 transacted through our At-the-Market sales agreement, as described in the Liquidity and Capital Resources section below. Based on our current operating plan, we expect that our cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into early 2029.

Current wording

As of September 30, 2026, we had cash, cash equivalents and marketable securities of $481.6 million. Based on our current operating plan, we expect that our cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into early 2029.

Previous wording

Other expense, net decreased by $1,284.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company’s common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Current wording

Other expense, net decreased by $756.3 million during the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company’s common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Previous wording

Research and development expenses were $25.9 million for the three months ended June 30, 2026, compared to $261.5 million for the three months ended June 30, 2025. The decrease of $235.6 million was primarily due to the $222.6 million of expense recognized in connection with the upfront consideration for the Telitacicept License Agreement in the three months ended June 30, 2025. There were also decreases of $18.4 million in manufacturing, facilities, and other expenses primarily driven by the acceleration of amortization and terminated lease fees incurred in connection with the termination of the lease in the three months ended June 30, 2025. There was also a decrease of $7.1 million in salaries and benefits expenses primarily due to severance costs incurred in connection with employee terminations in the prior year period. The decreases were also due to decreases in spend for Trem-cel and VCAR33 of $3.1 and $2.4 million, respectively, compared to the prior year period. These decreases were partially offset by a $18.5 million increase in spend for our new programs, telitacicept - gMG and telitacicept - SjD.

Current wording

Research and development expenses were $78.0 million for the nine months ended September 30, 2026, compared to $302.3 million for the nine months ended September 30, 2025. The decrease of $224.3 million was primarily due to the $222.6 million of expense recognized in connection with the upfront consideration for the Telitacicept License Agreement in the nine months ended September 30, 2025. There were also decreases of $21.9 million in manufacturing, facilities, and other expenses primarily driven by the acceleration of amortization and lease termination fees incurred in the nine months ended September 30, 2025. There was also a decrease of $7.2 million in salaries and benefits expenses primarily due to severance costs incurred in connection with employee terminations in the prior year period. The decrease was also due to decreases in spend for Trem-cel and VCAR33 of $9.2 million and $5.9 million, respectively, compared to the prior year period. These decreases were partially offset by a $42.6 million increase in spend for our new programs, telitacicept - gMG and telitacicept - SjD, and a $0.3 million increase in stock-based compensation.

Previous wording

General and administrative expenses were $39.5 million for the six months ended June 30, 2026 , compared to $19.4 million for the six months ended June 30, 2025. The increase of $20.1 million was primarily due to a $14.7 million increase in stock-based compensation expense, a $4.5 million increase in commercial-related expenses, a $1.6 million increase in professional fees, and a $0.6 million increase in personnel-related expenses. The increases were partially offset by a $1.4 million decrease in facilities and other expense. The increase in stock-based compensation was primarily driven by grants to new members of our management team hired in the second and third quarters of 2025, as well as an appreciation in our stock price and incremental expense recognized from award modifications which took place at the end of the year ended December 31, 2025. The increase in commercial-related expenses was due primarily to an increase in commercial activities as the Company prepares for potential commercial launch as its clinical trials progress.

Current wording

General and administrative expenses were $63.4 million for the nine months ended September 30, 2026 , compared to $33.3 million for the nine months ended September 30, 2025. The increase of $30.1 million was primarily due to a $16.0 million increase in stock-based compensation expense, a $4.7 million increase in personnel-related expenses, a $4.4 million increase in commercial-related expenses, a $3.7 million increase in medical affairs related expenses which are classified as general and administrative in nature, and a $2.6 million increase in legal, professional, and consulting fees. The increases were partially offset by a $1.4 million decrease in facilities and other expense. The increase in stock-based compensation was primarily driven by grants to new members of our management team hired in the second and third quarters of 2025, as well as an appreciation in our stock price and incremental expense recognized from award modifications which took place at the end of the year ended December 31, 2025.

Previous wording

Other income expense decreased by $1,099.2 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company’s common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Current wording

Other income expense decreased by $1,855.5 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease in other expense was primarily due to the change in fair value of the warrant liabilities resulting from changes in the quoted price of the Company’s common stock underlying the warrants, and a decrease in warrants outstanding compared to the prior year period.

Previous wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. We have funded our operations primarily through the sale of equity securities and have received aggregate net proceeds from these transactions of approximately $1,094.1 million as of June 30, 2026.

Current wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. We have funded our operations primarily through the sale of equity securities and have received aggregate net proceeds from these transactions of approximately $1,142.4 million as of September 30, 2026.

Previous wording

In order to fund our future operations, including our ongoing and planned clinical trials, we filed a universal shelf registration statement, which was declared effective on March 31, 2025, to provide for aggregate offerings of up to $350.0 million of common stock, preferred stock, debt securities, warrants or any combination thereof. As of June 30, 2026, $164.2 million remained available under this Shelf Registration Statement, including $48.9 million reserved for at-the-market offerings discussed below.

Current wording

In order to fund our future operations, including our ongoing and planned clinical trials, we filed a universal shelf registration statement, which was declared effective on March 31, 2025, to provide for aggregate offerings of up to $350.0 million of common stock, preferred stock, debt securities, warrants or any combination thereof. As of September 30, 2026, $115.3 million remained available under this shelf registration statement. On September 4, 2026, the Company filed an automatically effective universal shelf registration statement providing for offerings of an indeterminate amount of common stock, preferred stock, debt securities, warrants, units or any combination thereof.

Previous wording

In December 2022, we entered into a Sales Agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”) as the agent (the "Stifel ATM Facility"). Pursuant to the Stifel ATM Facility, we may offer and sell shares of common stock with an aggregate value of up to $125.0 million. We pay Stifel a commission of up to 3.0% of the gross proceeds of any common stock sold through Stifel. We did not sell any shares of our common stock under the Stifel ATM Facility during the six months ended June 30, 2026. As of June 30, 2026, $48.9 million remained available to be sold under the Stifel ATM Facility. Subsequent to June 30, 2026, we have sold 2,558,569 shares for gross proceeds of $48.9 million, before deducting commissions of $0.5 million, at a weighted-average price of $19.11 under the Stifel ATM facility.

Current wording

In December 2022, we entered into a Sales Agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”) as the agent (the “Stifel ATM Facility”). Pursuant to the Stifel ATM Facility, we offered and sold shares of common stock with an aggregate value of up to $125.0 million. We paid Stifel a commission of up to 3.0% of the gross proceeds of any common stock sold through Stifel. We sold 2,558,569 shares of our common stock for gross proceeds of $48.9 million, before deducting commissions of $0.5 million, at a weighted-average price of $19.11 during the three and nine months ended September 30, 2026. As of September 30, 2026, there was no remaining capacity under the prospectus supplement associated with the Stifel ATM Facility.

Previous wording

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $466.1 million. We have also received $48.9 million of gross proceeds, before deducting commissions of $0.5 million, from sales made under the Stifel ATM Facility subsequent to June 30, 2026. We will need to raise additional capital in the future to fund our planned future operations.

Current wording

As of September 30, 2026, we had cash, cash equivalents and marketable securities of $481.6 million. We will need to raise additional capital in the future to fund our planned future operations.

Previous wording

We expect that our existing cash, cash equivalents and marketable securities, including the net proceeds from sales of our common stock under the Stifel ATM Facility subsequent to June 30, 2026, will enable us to fund our operating expenses and capital expenditure requirements into early 2029. We have based this estimate on assumptions that may prove to be wrong and we could exhaust our capital resources sooner than we expect.

Current wording

We expect that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses and capital expenditure requirements into early 2029. We have based this estimate on assumptions that may prove to be wrong and we could exhaust our capital resources sooner than we expect.

Previous wording

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the public or private sale of our equity, government or private party grants, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. To the extent that we raise additional capital through the sale of our equity or convertible debt securities, including through the use of the Stifel ATM Facility, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain additional funding, we could be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or any commercialization efforts, which could adversely affect our business prospects, or we may be unable to continue operations. If we raise funds through strategic collaborations or other similar arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs or product candidates or may have to grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. Our ability to raise additional funds may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from worsening geopolitical tensions and adverse macroeconomic conditions or otherwise. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses, and there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

Current wording

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the public or private sale of our equity, government or private party grants, debt financings or other capital sources, including potential collaborations with other companies or other strategic transactions. To the extent that we raise additional capital through the sale of our equity or convertible debt securities, including through the use of the 2026 ATM Facility, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain additional funding, we could be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or any commercialization efforts, which could adversely affect our business prospects, or we may be unable to continue operations. If we raise funds through strategic collaborations or other similar arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs or product candidates or may have to grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. Our ability to raise additional funds may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from worsening geopolitical tensions and adverse macroeconomic conditions or otherwise. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses, and there is no assurance that we will ever be profitable or generate positive cash flow from operating activities.

Previous wording

Net cash used in operating activities was $63.6 million for the six months ended June 30, 2026, reflecting a net loss of $282.4 million, offset by changes in operating assets and liabilities of $6.5 million and non-cash charges of $225.3 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $207.7 million and $18.3 million of stock-based compensation expense. The change in operating assets and liabilities was primarily due to the increase of $6.1 million of prepaid expense and other current assets, primarily driven by the increase of prepayments made for our clinical programs and an increase in accrued interest on marketable securities.

Current wording

Net cash used in operating activities was $96.4 million for the nine months ended September 30, 2026, reflecting a net loss of $369.1 million, offset by changes in operating assets and liabilities of $4.9 million and non-cash charges of $267.8 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $240.5 million and $28.2 million of stock-based compensation expense. The change in operating assets and liabilities was primarily due to the increase of $11.2 million of accrued expenses and accounts payable, primarily due to increased costs incurred for our clinical programs and increased employee related expenses. The change was also partially due to an increase of $6.1 million for prepaid expense and other current assets, primarily driven by the increase of prepayments made for our clinical programs and an increase in accrued interest on marketable securities.

Previous wording

Net cash used in operating activities was $66.3 million for the six months ended June 30, 2025, reflecting a net loss of $1,606.2 million, offset by changes in operating assets and liabilities of $2.0 million and non-cash charges of $1,537.9 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $1,299.9 million and the acquisition of in-process research and development of $222.6 million.

Current wording

Net cash used in operating activities was $119.9 million for the nine months ended September 30, 2025, reflecting a net loss of $2,418.8 million, offset by changes in operating assets and liabilities of $7.0 million and non-cash charges of $2,291.9 million. The non-cash charges primarily consisted of the change in fair value of warrant liabilities of $2,090.4 million and the issuance of pre-funded warrants in connection with the acquisition of in-process research and development of $177.4 million.

Previous wording

Net cash used in investing activities was $299.8 million for the six months ended June 30, 2026, which consisted of the purchases of $355.5 million of marketable securities and $0.2 million of equipment, partially offset by $55.9 million of proceeds from the maturities of marketable securities. Net cash provided by investing activities was $0.4 million for the six months ended June 30, 2025, which consisted of proceeds of $0.8 million from the sale of property and equipment, partially offset by purchases of $0.4 million of property and equipment.

Current wording

Net cash used in investing activities was $344.6 million for the nine months ended September 30, 2026, which consisted of the purchases of $472.7 million of marketable securities and $0.2 million of equipment, partially offset by $128.3 million of proceeds from the maturities of marketable securities. Net cash provided by investing activities was $0.2 million for the nine months ended September 30, 2025, which consisted of proceeds of $0.8 million from the sale of property and equipment, partially offset by purchases of $0.6 million of property and equipment.

Previous wording

Net cash provided by financing activities was $74.8 million for the six months ended June 30, 2026, which primarily consisted of $75.0 million in gross proceeds from the issuance of common stock in the March 2026 private placement, partially offset by $0.2 million of payments made in the period for issuance costs relating to the December 2025 and March 2026 private placements.

Current wording

Net cash provided by financing activities was $123.4 million for the nine months ended September 30, 2026, which primarily consisted of $75.0 million in gross proceeds from the issuance of common stock in the March 2026 private placement and $48.4 million of net proceeds from issuance of common stock under the Stifel ATM. Cash provided also included $0.4 million of proceeds from stock options exercises and ESPP purchases. These proceeds were partially offset by $0.2 million of payments made in the period for issuance costs relating to the December 2025 and March 2026 private placements, and $0.2 million of cash payments to repurchase shares for tax withholdings upon vesting of restricted stock options.

Previous wording

Net cash provided by financing activities was $174.5 million for the six months ended June 30, 2025, which consisted of $175.0 million in proceeds from the issuance of pre-funded warrants, offset by the payment of $0.6 million of issuance costs related to the December 2024 private placement.

Current wording

Net cash provided by financing activities was $196.0 million for the nine months ended September 30, 2025, which consisted of $175.0 million in proceeds from the issuance of pre-funded warrants, $20.3 million of net proceeds from issuance of common stock under the Stifel ATM, and $2.1 million of proceeds from stock option exercises. These proceeds were offset by the payment of $1.2 million of issuance costs related to the December 2024 and June 2025 private placements.

Previous wording

Contractual obligations relate to future minimum lease payments for an existing non-cancellable lease relating to corporate office space, with a term expiring in August 2031.

Current wording

Contractual obligations relate to future minimum lease payments for an existing non-cancellable lease relating to corporate office space, with terms expiring in August 2031 and October 2029.